Substitution of Member. A Member may assign all or a portion of its Membership Interest and substitute another person in his place as a Member only in compliance with the terms and conditions of Sections 7.2, 7.3 and 7.4.
Substitution of Member. A transferee of Units shall be admitted as a substitute Member only if (i) the provisions of this Article have been met, (ii) the transferee executes an instrument satisfactory to the Company accepting and adopting the terms and provisions of this Agreement and (iii) the transferor pays all reasonable expenses incurred by the Company in connection with the Transfer and, if applicable, the transferee's admission as a new Member. The admission of a transferee as a substitute Member shall not result in the release of the Member who transferred the Unit from any liability that such Member may have to the Company.
Substitution of Member. Subject to the restrictions on Transfers and Approval rights of the Members as set forth in Section 7.1 and the provisions of Section 7.5, the assignee of any Transfer by a Member (a "Member Assignee") shall become a substitute Member only if (i) the assignor Member so provides in an instrument of assignment, (ii) the Member Assignee agrees in writing to be bound by the provisions of this Agreement and of the Articles and any amendments hereto and thereto, and (iii) each Member Approves such substitution, which Approval may be given or withheld in its sole and absolute discretion (this clause (iii) shall cease to have any force and effect if and when the Transfer Restriction Termination Date occurs). If the assignor Member so provides, the Member Assignee agrees to be bound as aforesaid, and, if applicable under preceding clause (iii), the Members so Approve such substitution, the Member Assignee shall become a substitute Member upon payment to the Company of all costs and expenses of reviewing the instrument of assignment, if appropriate, and, if required by law, an amendment to the Articles to reflect such substitution. In such event, if and as required by law, the Members shall prepare or cause to be prepared an amendment to the Articles to be signed by the Members and, to the extent required, by the Member Assignee. The Members shall attend to the due execution and filing of such amendment to the Articles, if such amendment is required. Unless named in this Agreement, or unless admitted to the Company as provided in this Agreement, no Person shall be considered a Member, and the Company, each Member and any other Persons having business with the Company need deal only with Members so named or so admitted and shall not be required to deal with any other Person by reason of a Transfer. A Member Assignee of an interest in the Company who is not admitted as a substitute Member as provided in this Section 7.4 shall be entitled to receive the economic benefits of the interest purported to be Transferred but shall not be considered a Member for any purposes and shall have none of the rights of a Member under this Agreement or under the Act.
Substitution of Member. 32 10.4 Effective Date of Transfer ................................................ 33 10.5 Distributions and Allocations in Respect to Transferred Interest .......... 33
Substitution of Member. 8.4.1 No assignee (including, without limitation, any transferee, heir, legatee, or purchaser) of all or any portion of an Interest in the Company shall be admitted to the Company as a Member without the prior written consent of the Managing Member, which consent may be granted or withheld in the Managing Member's sole discretion. As a condition to the consent of the Managing Member to the admission of such an assignee of a Member to the Company as a Member, the Managing Member, in its sole discretion, may require such assignee to meet such conditions as it deems necessary or advisable in its sole discretion including, without limitation, the following:
(i) Accept and assume, in a writing satisfactory in form and substance to the Managing Member, the rights, duties and obligations of a Member under this Agreement;
(ii) Execute and deliver to the Managing Member a power of attorney as contemplated by Article XII;
(iii) Provide to the Company an opinion of counsel, in form and substance satisfactory to counsel to the Company, that (A) neither the offering of an Interest in the Company to such assignee, the assignment of an Interest in the Company to such assignee, nor the admission of such assignee to the Company as a Member violates any registration or other provision of any federal or state securities or other law, and (B) such assignee will not be deemed to be more than one beneficial owner of securities of the Company under Section 3(c)(1) of the Investment Company Act of 1940, as amended, after such assignment and admission;
(iv) Execute and deliver such other documents or instruments as the Managing Member may reasonably
Substitution of Member. CESI and each other Member shall have the power to substitute for itself any Person as a Member, provided that the Member cannot assign its rights and obligations under this Agreement to participate in the management and the operation of the Company without a related transfer of its Membership Interest. The provisions of this Article Nine shall control all other provisions herein or otherwise regarding the transferability of any and all membership interests in the Company. Notwithstanding the foregoing, any valid transfer, additional contributions or other changes in the Membership Interests in the Company pursuant to this Article Nine shall be reflected in the Member's Capital Account.
Substitution of Member. CDG and each other Member shall have the power to substitute for itself any Person as a Member, provided that the Member cannot assign its rights and obligations under this Agreement to participate in the management and the operation of the Company without a related transfer of its Membership Interest. The provisions of this Article Nine shall control all other provisions herein or otherwise regarding the transferability of any and all membership interests in the Company. Notwithstanding the foregoing, any valid transfer, additional contributions or other changes in the Membership Interests in the Company pursuant to this Article Nine shall be reflected in the Member's Capital Account.
Substitution of Member. The parties acknowledge that ASC, Inc. has assigned all of its rights under the Membership Agreement to American Seafoods Company LLC, and American Seafoods Company LLC has assumed all of ASC, Inc.'s obligations under the Membership Agreement. The Membership Agreement is hereby amended to substitute American Seafoods Company LLC for ASC, Inc., as a Member of the Cooperative.
Substitution of Member. No assignee or transferee of a Unit or any fraction thereof shall have the right to become a Member without the consent of the Members holding two-thirds (2/3) of the issued and outstanding Units (which consent may be withheld at the sole discretion of each Member) and until the assignee assumes all of the obligations and accepts and adopts in writing all of the terms and provisions of this Agreement, as the same may have been amended.
Substitution of Member. ACE and each other Member shall have the power to substitute for itself any Person as a Member, provided that the Member cannot assign its rights and obligations under this Agreement to participate in the management and the operation of the Company without a related transfer of its Membership Interest. The provisions of this ARTICLE EIGHT shall control all other provisions herein or otherwise regarding the transferability of any and all membership interests in the Company. Notwithstanding the foregoing, any valid transfer, additional contributions or other changes in the Membership Interests in the Company pursuant to this ARTICLE EIGHT shall be reflected in the Member's Capital Account.
